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Notice of Kambi Group Plc Extraordinary General Meeting 2023

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In terms of Articles 41 and 42 of the Articles of Association of the Company

NOTICE IS HEREBY GIVEN that that AN EXTRAORDINARY GENERAL MEETING (the “Meeting”) of Kambi Group plc, company number C 49768 (the “Company”) will be held on Monday 19 June 2023 at 11.00 CEST at Kambi, Hälsingegatan 38, 113 43 Stockholm, Sweden, to consider the following Agenda. The registration of shareholders starts at 10.30 CEST.

Right to attendance and voting

• To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be entered on the Company’s register of members maintained by Euroclear Sweden AB by Monday 29 May 2023

• Shareholders whose shares are registered in the name of a nominee should note that they may be required by their respective nominee/s to temporarily re-register their shares in their own name in the register of members maintained by Euroclear Sweden AB in order to be entitled to attend and vote (in person or by proxy) at the Meeting. Any such re-registration would need to be effected by Monday 29 May 2023. Shareholders should therefore liaise with and instruct their nominees well in advance thereof.

• To be entitled to attend and vote in person at the Meeting, shareholders must notify Euroclear Sweden AB of their intention to attend the Meeting by Monday 29 May 2023 and can do so by (i) e-mail to [email protected] or (ii) mail to: Kambi Group plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or (iii) by phone on +46 8 402 9092 during the office hours of Euroclear Sweden AB. Notification should include the shareholder’s name, address, email address, daytime telephone number, personal or corporate identification number, number of shares held in the Company, as well as details of any proxies (if applicable, in the case that the shareholder has appointed a third party representative to attend the Meeting in their stead). Information submitted in connection with the notification will be computerised and used exclusively for the Meeting. See below for additional information on the processing of personal data.

Shareholders’ right to appoint a proxy

• A shareholder who is entitled to attend and vote at the Meeting, is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a shareholder. If the shareholder is an individual, the proxy form must be signed by the appointer (or his authorised attorney) or comply with Article 126 of the Articles. If the shareholder is a corporation, the proxy form must be signed on its behalf by an authorised attorney or a duly authorised officer of the corporation or comply with Article 126 of the Articles.

• Proxy forms must clearly indicate whether the proxy is to vote in their discretion or in accordance with the voting instructions sheet attached to the proxy form. Your proxy shall vote as you have directed in respect of the resolutions set out in this notice or on any other resolution that is properly put to the meeting. If the proxy form is returned to the Company without any indication as to how the proxy shall vote, generally or in respect of a particular resolution, the proxy shall exercise their discretion as to how to vote or whether to abstain from voting, generally or in respect of that particular resolution (as applicable).

• Where the shareholder is a corporation, a document evidencing the signatory right of the officer signing the proxy form, must be submitted with the proxy form. Where the proxy form is signed on behalf of the shareholder by an attorney (rather than by an authorised representative, in the case of a corporation), the original power of attorney or a copy thereof certified or notarised in a manner acceptable to the Board of Directors must be submitted to the Company, failing which the appointment of the proxy may be treated as invalid.

• The original signed proxy form and, if applicable, other supporting documents (required pursuant to the above instructions), must be received by Euroclear Sweden AB no later than Monday 29 May 2023 by (i) e-mail to [email protected] or (ii) mail to: Kambi Group plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders are therefore encouraged to submit their proxy forms (and other supporting documents, if any) as soon as possible.

• Proxy forms are available on the Company website www.kambi.com under the General Meetings section

• Aggregated attendance notifications and proxy data processed by Euroclear Sweden AB must be transmitted to and received by the Company by email at [email protected] not less than 48 hours before the time appointed for the Meeting and in default shall not be treated as valid

Agenda

1. Opening of the Meeting

2. Election of Chairman of the Meeting

3. Drawing up and approval of the voting list

4. Approval of the Agenda

5. Determination that the Meeting has been duly convened

6. Election of two persons to approve the minutes

Special Business (Extraordinary Resolutions)

7. THAT the Directors be and are hereby duly authorised and empowered in accordance with Articles 85(1) and 88(7) of the Companies Act and Article 3 of the Articles, on one or several occasions prior to the date of the next Annual General Meeting of the Company, to issue and allot up to a maximum of 3,127,830 Ordinary ‘B’ shares in the Company of a nominal value of €0.003 each (corresponding to a dilution of 10% of total shares as at the date of the notice to the 2023 Annual General Meeting) for payment in kind or through a direct set-off in connection with an acquisition, and to authorise and empower the Directors to restrict or withdraw the right of pre-emption associated to the issue of the said shares. This resolution is being taken in terms and for the purposes of the approvals necessary in terms of the Companies Act and the Articles of Association of the Company. (Resolution a)

8. WHEREAS (i) at a meeting of the Board of Directors of the Company held on 3 April 2023, the Directors resolved to obtain authority to buy back Ordinary ‘B’ shares in the Company having a nominal value of €0.003 each; and

(ii) pursuant to Article 5 of the Articles and Article 106(1) (b) of the Companies Act a company may acquire any of its own shares otherwise than by subscription, provided inter alia authorisation is given by an extraordinary resolution, which resolution will need to determine the terms and conditions of such acquisitions and in particular the maximum number of shares to be acquired, the duration of the period for which the authorisation is given and the maximum and minimum consideration.

NOW THEREFORE the members of the Company resolve that the Company be generally authorised to make purchases of Ordinary ‘B’ shares in the Company of a nominal value of €0.003 each in its capital, subject to the following:

(a) the maximum number of shares that may be so acquired is 3,127,830 which is equivalent to 10% of total shares as at the date of the notice to the 2023 Annual General Meeting;

(b) the minimum price that may be paid for the shares is SEK1 per share;

(c) the maximum price that may be paid for the shares is SEK1,000 per share;

(d) the maximum aggregate number of shares that can either be i) issued and allotted under Resolution a and, ii) bought back under this Resolution b, shall not exceed 3,127,830; and

(e) the authority conferred by this resolution shall expire on the date of the 2024 Annual General Meeting, but in any case shall not exceed the period of 18 months, but not so as to prejudice the completion of a purchase contracted before that date. (Resolution b)

9. Closing of the Extraordinary General Meeting

Information about proposals related to Agenda items

Both extraordinary Resolutions, Resolutions a and b, were presented in their entirety to the Annual General Meeting held on 11 May 2023 (which resolutions were referred to therein as resolutions m and n respectively), and obtained one majority of two required in terms of article 135 of the Companies Act (Cap 386), and in terms of Articles 48B.2(b) of the Articles of Association of the Company. To this end, this Extraordinary General Meeting is being convened within 30 days of the Annual General Meeting, in accordance with the aforementioned provisions of the Companies Act and the Articles, in order to take a fresh vote on the proposed extraordinary resolutions.

Agenda item 7 (Resolution a)
The objectives of the authorisation are to increase the financial flexibility of the Company and to enable the Company to use its own financial instruments for payment in kind or through a directed set-off to a selling partner in connection with any business acquisitions the Company may undertake or to settle any deferred payments in connection with business acquisitions. The market value of the shares on each issue date will be used in determining the price at which shares will be issued. For the purposes of Article 88(7) of the Companies Act, through this resolution the members of the Company are also authorising the Board of Directors to restrict or withdraw the members’ right of pre-emption that would normally entitle members to be offered the newly issued shares in the Company in proportion to their shareholding before such new shares are offered to third parties.

Agenda item 8 (Resolution b)
The Board of Directors proposes that the acquisition by the Company of its own shares shall take place on First North Growth Market at Nasdaq Stockholm or via an offer to acquire the shares to all members of the Company. Such acquisitions of own shares may take place on multiple occasions and will be based on market terms, prevailing regulations and the capital situation at any given time. Notification of any purchase will be made to First North Growth Market at Nasdaq Stockholm and details will appear in the Company’s annual report and accounts. Any resolution to repurchase own shares will be publicly disclosed. The objective of the buyback and transfer right is to ensure added value for the Company’s shareholders and to give the Board increased flexibility with the Company’s capital structure.

Following such buybacks, the intention of the Board would be to either cancel, use as consideration for an acquisition or transfer to employees under a company share incentive plan. Once repurchased, further shareholder and Bondholder approval would be required before those shares could be cancelled.

If used as consideration for an acquisition the intention would be that they would be issued as shares and not sold first.

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ELK Studios Expands Partnership with SkillOnNet to Ontario Market

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PlayOJO, SlotsMagic and SpinGenie to carry ELK Studios’ games in Ontario

Global entertainment brand SkillOnNet and innovative Swedish game creator Elk Studios have cemented their longstanding partnership with the launch of ELK’s groundbreaking portfolio in the Ontario market.

ELK Studios is responsible for some of the industry’s most innovative and engaging online casino games. Now, players at SkillOnNet’s Ontario-licensed casinos, PlayOJO, SlotsMagic and SpinGenie, will be able to experience the feature-packed delights of hit titles like Nitropolis, Tinkerbot and Pirot, as well as new release Orbitfall, and the studio’s signature X-iter and CollectR mechanics.

The expansion marks a milestone for ELK Studios as it continues to grow its footprint in regulated markets worldwide. SkillOnNet recently successfully launched the studio’s portfolio in the Spanish and Mexican markets through its Spanish-language brands and expects the studio’s games to make a similarly immediate impact with Ontario players.

Ontario has become a hugely important growth market since the province launched regulated online gaming in 2022. It was worth $2.4 billion in 2024, with $63 billion in wagering, the lion’s share coming from online casinos.

Jani Kontturi, Head of Games at SkillOnNet said: “ELK Studios is known for its high-quality games that blend unique storytelling and humour with high levels of engagement and playability, which is why we’re delighted to introduce them to Ontario. We believe they will perform successfully, as they have in other markets around the world.”

Vaida Cirtautaite, CCO at ELK Studios said: “SkillOnNet has been an invaluable partner in our growth journey, and we are thrilled to expand our collaboration into Ontario. We’re excited to bring our innovative games to a new wave of players in this dynamic market.”

The post ELK Studios Expands Partnership with SkillOnNet to Ontario Market appeared first on Gaming and Gambling Industry in the Americas.

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Hellenic Gaming Commission Partners with Mindway AI to Launch Gamalyze on Official Website

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The Hellenic Gaming Commission (HGC) proudly announces its latest partnership with Mindway AI, a leader in solutions for responsible gambling based on neuroscience, advanced AI and expert analysis. This collaboration marks a significant advancement in the Greek gaming sector with the integration of Gamalyze, an award-winning, gamified reinvention of the self-test, now available on the HGC’s official website.

Gamalyze is designed to enhance player protection by offering insights into individuals’ gambling behaviour. This pioneering tool evaluates and profiles players, enabling early identification of potentially harmful gambling patterns. By providing personalised feedback, it empowers individuals to make informed choices about their gaming activities. This initiative underscores the HGC’s commitment to safeguarding players while promoting a sustainable and responsible gaming environment.

Gamalyze is a revolutionary gamified reinvention of the traditional self-test, transforming it into an engaging online card game designed to enhance self-awareness in gambling-related risk profiles and decision-making. Leveraging insights from neuroimaging, Gamalyze evaluates each player’s decisions during gameplay, providing a comprehensive report that highlights their strategic approach and sensitivity to rewards and losses. This innovative platform not only offers personalised feedback but also delivers tailored advice, empowering players to better understand and manage their gambling behaviours.

The launch of Gamalyze on the HGC website represents a pivotal moment not only for Greece but also for the global gaming industry. As one of the first collaborations between an international gambling regulator and a world-class AI technology provider, this partnership sets a new benchmark for regulatory practices and player protection measures.

The President of the Hellenic Gaming Commission (HGC), Dimitrios Ntzanatos, stated: “The HGC leverages technology to enhance player protection. The integration of Gamalyze into the Commission’s website marks a significant step towards a safer and more sustainable gaming environment.”

Mindway AI’s CEO, Rasmus Kjaergaard, also expressed enthusiasm about the partnership: “Working with the Hellenic Gaming Commission exemplifies the impact of international cooperation in elevating standards across the gaming industry. We are excited to see Gamalyze empowering players in Greece and enhancing the HGC’s efforts in promoting responsible gambling.”

As the gaming landscape continues to evolve, the HGC and Mindway AI remain at the forefront of innovation, ensuring that player protection remains a top priority. Gamalyze is now accessible through the Hellenic Gaming Commission’s website, offering a new era of transparency and responsibility in the Greek market and beyond.

The post Hellenic Gaming Commission Partners with Mindway AI to Launch Gamalyze on Official Website appeared first on European Gaming Industry News.

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Rivalry Announces Evaluation of Strategic Alternatives for Long-Term Growth

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Rivalry Corp. (the “Company” or “Rivalry”) (TSXV: RVLY) (OTCQX: RVLCF) (FSE: 9VK), the leading sportsbook and iGaming operator for digital-first players, today announced that its Board of Directors (the “Board”) has initiated a review of strategic alternatives to maximize long-term stakeholder value.

To support this initiative, the Company has engaged XST Capital Group LLC (the “Advisor”), a leading boutique investment bank focused on the digital gaming sector.

As part of this process, the Board, alongside the Advisor, will evaluate a range of options to ensure the Company is best positioned for continued growth and innovation. The review reflects the Board’s commitment to prudent corporate governance and its ongoing efforts to optimize the Company’s market position.

“We have built a strong foundation in the online gaming sector, delivering an exceptional experience for our players while driving operational excellence,” said Steven Salz, Co-Founder and CEO of Rivalry. “This review is a natural step in assessing how we can best create long-term value for our stakeholders while continuing to enhance our world-class gaming platform.”

The Company also announces that it has secured a US$650,000 principal amount senior unsecured loan from its existing senior lender, maturing on September 30, 2025, with an interest rate of 10% per annum (the “Loan”). The Loan reinforces the Company’s senior lender’s support for the process and provides the Company with additional flexibility to pursue strategic initiatives.

The post Rivalry Announces Evaluation of Strategic Alternatives for Long-Term Growth appeared first on Gaming and Gambling Industry in the Americas.

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